Press Releases

Varian Medical Systems Board of Directors Calls For Special Meeting of Stockholders to Approve Increasing Authorized Common Stock; Board to Consider Stock Split

Corporate and Financial Releases

20. February 2004

Palo Alto, Calif. - February 20, 2004 - Varian Medical Systems (NYSE:VAR) today announced that its board of directors has voted to call a special meeting of the company's stockholders to consider approving an increase of the company's authorized shares of common stock by 90 million shares.

Varian Medical Systems' board is proposing to increase the number of shares of authorized common stock for general business purposes and a possible stock split. A 2-for-1 stock split in January 2002 reduced the company's available shares of common stock to a level that is insufficient for general business purposes or for another possible stock split. Varian Medical Systems now has 68 million shares of common stock outstanding (77 million when all outstanding options are considered).The total number of authorized shares of common stock is currently 99 million.

"Our company has not increased its authorized shares of common stock since it was incorporated in Delaware more than 40 years ago," said Richard M. Levy, chairman and CEO of the company. "We intend to call the special meeting of the stockholders as soon as possible, and if the stockholders vote to approve increasing the authorized common stock, the Board plans to consider at that time whether to declare another stock split."

A date for the stockholders meeting will be announced in April following the preparation of necessary proxy materials that will be distributed to the stockholders. Varian Medical Systems will file a proxy statement in connection with the special meeting. Investors and security holders are urged to read this filing when it becomes available because it will contain important information.

Investors and security holders may obtain free copies of the proxy statement (when available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission's website at www.sec.gov. In addition, investors and security holders may obtain free copies of these documents by contacting Varian Medical Systems' Investor Relations Department at (650) 424-5834.

Investor Relations Contact

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About Varian

Varian (NYSE:VAR) is a leader in developing and delivering cancer care solutions and is focused on creating a world without fear of cancer. Headquartered in Palo Alto, California, Varian employs approximately 10,000 people around the world.